The city had long been revered for its matchless natural setting, its intimate neighborhoods with a European flair. But nothing built since the Golden Gate Bridge opened in 1937 had added anything memorable. Far from it. What had been added -- from a skyline of chunky corporate towers to the tourist kitsch of Pier 39 -- undercut the city's fabled allure.

Furious residents fought back. They honed obstructionism to an art form, struggling to block any and every development.

Then the Loma Prieta earthquake hit.

The magnitude 6.9 temblor, named for the peak near the quake's epicenter in the Santa Cruz Mountains, lasted 15 seconds. It killed 12 people in San Francisco, buckled freeways, pitched buildings from their foundations and sent flames spilling into the sky above hundreds of ravaged homes in the Marina District.

More on the 1989 quake

There was destruction from Santa Cruz to Oakland, where the collapse of the Cypress Structure killed 42 commuters trapped in their cars. Most of the Bay Area responded to Loma Prieta by rebuilding along the lines of what existed before. But San Francisco did something startling: It reshaped itself with a boldness that can only now be grasped.

Loma Prieta shattered the status quo. The damage caused by the earthquake made it impossible for the city to leave things the way they were. Something had to happen. And it did.

Now, instead of a shoreline cloaked in concrete, San Francisco savors the glory of a wide-open waterfront freed by the 1991 demolition of the quake-damaged Embarcadero Freeway.

At Civic Center, seismic repairs opened the door to an audacious polishing of such public crown jewels as City Hall and renewed the elegance of a troubled but stately district with few peers outside Washington, D.C.

The renowned Union Square shopping area, stagnant in the years after the quake, is expanding with new stores after its namesake plaza was transformed with a brash new look -- and on nearby Market Street, the largest retail development in San Francisco history is under construction.

Next year, a unique tree-lined boulevard will replace the damaged Central Freeway, once an unsightly link to the western half of San Francisco. It's a roadway designed to improve, rather than tear apart, neighborhood life -- and the first of its kind built in urban America in 50 years.

Also debuting in 2005 is an expanded and architecturally provocative de Young Museum -- one of half a dozen major cultural institutions that have reinvented themselves since Loma Prieta, in the process catapulting San Francisco into the upper ranks of the nation's artistic centers.

Photo: Michael Macor

Reinventing the City. An ongoing project that looks at the impact the 1989 Loma Prieta Eathquake left on the city of San Francisco. event on 5/8/04 in San Francisco Michael Macor / San Francisco Chronicle

Reinventing the City. An ongoing project that looks at the impact...

And the most stunning change lies ahead: A city that fought high-rises for decades will now see a residential neighborhood of towers rising in an area near the Bay Bridge once slashed apart by freeway ramps.

San Francisco being San Francisco, none of this came easily. Changes were battled in public hearings and in court with the tenacity for which the city is known. There were political vendettas, dueling ballot measures and last-ditch lawsuits.

But because of Loma Prieta, large-scale changes happened -- and the city is better as a result. There are new landmarks to rival the old favorites, and San Francisco more than ever lives up to its image as a world-class city that is both cosmopolitan and intimate.

Nowhere is this truer than on the Embarcadero, where the disaster created an opportunity to connect downtown San Francisco back to the waterfront -- showcasing one of the most spectacular urban settings on the planet.

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The Embarcadero Freeway pushed north along the waterfront for nearly a mile, two thick lines of concrete 70 feet high and 52 feet wide that hit the bay at Folsom Street and ended bluntly at Broadway. It cut off the downtown from the water that gave birth to it, and it left the iconic Ferry Building -- a statuesque survivor of the 1906 earthquake -- stranded behind a dark wall of car exhaust and noise.

Oppressive does not begin to describe it.

The freeway was designed to make a turn inland and head west past Aquatic Park, all the way to the Golden Gate Bridge. By the time it opened in 1959, horrified San Franciscans demanded that the Board of Supervisors halt the project just south of Telegraph Hill.

That stopped the freeway. But it didn't resolve what to do with a fading waterfront where dilapidated piers sat empty while modern cargo ships sailed past to Oakland's spacious new facilities across the bay.

The next 30 years saw a war of attrition between developers who wanted the waterfront for themselves and residents who didn't want the mistakes of the Embarcadero Freeway compounded by ugly projects catering to everyone but San Franciscans.

There was no middle ground.

The critics won most of the battles. The only major project to slip through was Pier 39, a gimmicky set of shops and restaurants east of Fisherman's Wharf that opened in 1978 and now bills itself as "San Francisco's No. 1 attraction." The wood-shingled complex lives up to the hype. Most days of the summer, it's jammed with tourists.

Yet the pier has no real ties to the city or the bay, beyond the sea lions by the dozens that lounge on the docks. Architecturally, the buildings look like a bad Nantucket dream. What you're left with is a generic souvenir zone that happens to be in a gorgeous location.

Pier 39 only confirmed what in the 1980s became an article of faith for many San Franciscans: Big plans can't be trusted. Just say no, because change might make things worse.

Voters in 1986 even rejected a ballot measure to tear down the Embarcadero Freeway and construct a boulevard with jogging paths, bicycle lanes and streetcar lines. It's what everyone said they had wanted all along -- but fear of the unknown trumped common sense.

Until the 15 seconds of Loma Prieta.

Photo: JOHN O'HARA

EMBARCADERO/B/23DEC87/MN/JO'H - Embarcadero Freeway by the Ferry Building was bumper to bumper. Photographed from the 26th Floor of the Embarcadero Center building #1. Skyway Traffic coming from Broadway and Clay Sts. Photo by John O'Hara

EMBARCADERO/B/23DEC87/MN/JO'H - Embarcadero Freeway by the Ferry...

The earthquake sent chunks of the freeway hurtling to the ground, though nobody was hurt, and traffic was rerouted as soon as workers could put up barriers. "If the quake had continued for another five seconds," an engineer said three days later, "we think the Embarcadero Freeway would have failed."

Within three weeks, freeway opponents had renewed their campaign to tear it down. Just as ardently, merchants in nearby Chinatown said Bay Area shoppers would avoid their neighborhood unless the direct access offered by the elevated freeway was restored.

Caught in the middle was Mayor Art Agnos, elected in 1987 with strong backing from both Asian American voters and environmental groups. Five months after Loma Prieta, he made his decision -- declaring that the city would squander "the opportunity of a lifetime" if it let the Embarcadero Freeway remain. After months of contentious debate, the Board of Supervisors went along.

In February 1991, demolition began with a ceremony that included fireworks and a spirited rendition of "Shake, Rattle and Roll" by a group of men in Ethel Merman drag. A Dixieland band wore hard hats. A fireboat spewed water 60 feet into the air.

"I knew one day it would happen," Dianne Feinstein, the U.S. senator who as mayor had championed the 1986 plan, told the crowd. "It just needed that push from Mother Nature."

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Take a walk today on the 21/2-mile promenade between Fisherman's Wharf on the north and China Basin on the south, and it's hard to believe that an elevated freeway ever scarred the open air.

Instead, the Ferry Building is the center of attention -- fully alive for the first time in 65 years.

The outside gleams with the meticulous restoration of the century-old stone arches along the Embarcadero and the fresh white paint applied to the tower above. But the real surprise is inside: Decades of shoddy renovations are gone, replaced by a better-than-new transformation of the former ground-floor storage space into a bazaar of shops and restaurants that -- like many Bay Area residents -- make a fetish of fine cuisine.

What's striking isn't simply that a grand landmark has been restored -- triumphantly so -- but that it is so in sync with the city of today. Until the Golden Gate and Bay bridges opened in the late 1930s, the Ferry Building was where commuters from Marin County and the East Bay began and ended the day. Now the waterfront is an amenity, a grace note in the harsh grind of city life, and the old icon again plays an active role.

If the balance tilts at times toward politically correct excess -- organic pears at $4 a pound? "natural" beef at $38.50 a pound? -- it's emblematic of the city as well. What keeps things from feeling too precious is the building itself and its workaday bones, such as the wooden slats running alongside the 660-foot-long skylight.

Other remnants of the past on the waterfront have come back to life in ways that are more subtle but no less profound.

You see this just north of the Ferry Building at Pier 1 -- a former sugar warehouse rescued from decades of ignominy when it served as a parking shed. Now it houses a financial firm and the offices of the Port of San Francisco in high-ceilinged space so industrially chic it makes you wish you were a bureaucrat.

The project includes a new walkway that wraps around the 737-foot-long pier. Each step along the way intensifies the collision of city and nature that makes San Francisco so sensuous. The skyline is behind you, the Bay Bridge soars above nearby, yet you hear the lapping of water that is silver at one moment and impossibly blue the next. And then you come to the end of the pier, where the forested drama of Treasure Island to the east seems so close you could swim straight there.

Elsewhere, construction projects and fenced-off piers signal that the Embarcadero is still in transition -- such as the inland lot south of the Bay Bridge where a 22-story condominium tower is rising as the first piece of a project that will include a cruise ship terminal and a waterside green.

But even the quiet stretches reinforce the overall mood. There are historic trolleys to the north and sleek streetcars to the south. Squat Canary palms march alongside the streetcar tracks, and wide-open vistas beckon where piers were removed.

Other touches are as small as the four bronze whales in the pavement near Pier 40 and as large as the 60-foot-tall fiberglass bow-and-arrow called "Cupid's Span" atop the grassy hillock of Rincon Park.

At the south end of the Embarcadero comes the biggest new development of all: the San Francisco Giants' home, which opened in 2000 as Pacific Bell Park.

Except for the clunky name change this year to SBC Park, it's hard to find a flaw with the privately financed $357 million ballpark. Cynics can scoff at the olde-tyme look of the brick-paneled exterior, or the Wi-Fi access that allows computer-toting fans to check their e-mail between innings -- but it's the most breathtaking of the 18 major league ballparks that have opened since 1989.

The reason is simple: the location.

The park is shoehorned into 13 acres at the mouth of China Basin, and it glories in its tight perch between a big city and a spacious bay. On one side is the restored warehouse where a labor dispute in 1934 sparked a battle between strikers and police that ended in two deaths and a citywide strike. On the other is a once-polluted creek where harbor seals now lounge -- except on game days, when their space is invaded by ferries bringing fans from Oakland and kayakers waiting for a baseball to come splashing down over the low right-field wall.

Best of all, everything outside the turnstiles is open to anyone who walks by. A gap in the right-field wall allows spectators to peer inside for free. There's an urban plaza with 24 palm trees in honor of No. 24, Giants legend Willie Mays, and a bucolic snip of a park on the south edge of China Basin with a tot-size softball diamond.

None of this happened by chance.

City and state officials spent the years after Loma Prieta mapping precisely how piers and bayside land could be used. This new plan became law in 1998, and what makes it successful is the way it looks at the waterfront as a whole.

Some areas allow the sort of development that attracts crowds, such as the ballpark or the cruise ship terminal. Others are off-limits to everything except maritime use or open space.

The holistic approach strikes a needed balance between reviving the dormant stretches of shoreline -- this is an urban waterfront, after all -- and making sure the public has access to the water.

It's a trade-off: The office space inside Pier 1's shed is what pays for the new walkway into the bay. In the case of the ballpark, regulators were willing to swallow a big squat box on prime bayfront land. In return, they wanted an attractive magnet for the public at large. The team not only played ball, it got into the spirit of the game.

"The Giants have been so creative," says Will Travis, executive director of the state's Bay Conservation and Development Commission. "They approached the issue of public use with a spirit of imagination that I hope other developers will take a cue from."

Photo: Michael Macor

Reinventing the City. An ongoing project that looks at the impact the 1989 Loma Prieta Eathquake left on the city of San Francisco. event on 5/8/04 in San Francisco Michael Macor / San Francisco Chronicle

Reinventing the City. An ongoing project that looks at the impact...

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What sets San Francisco apart from suburbs and other cities is that it invites people to live in the moment. The Embarcadero captures that openness, the sense of possibility -- whether it's the possibility of changing your life or catching a ferry, indulging in an extravagant meal or killing an hour gazing out at the water.

That same sense of possibility needs to infuse the next round of changes along the bay.

It's a challenge. Building anything on the water is hugely expensive, and it can take years to get approvals from the long line of public agencies. There's another constraint on the piers: The city bans hotels, and the state won't allow housing -- two lucrative uses that create relatively little traffic.

These bans need to be rethought, now that there's a strong plan in place. Otherwise, the only way to make large-scale improvements is to pack the shoreline with shopping centers or Pier 39-like crowd magnets -- the very things neighbors don't want.

Another hurdle is that the very exuberance of the freed waterfront demands that people think about the city and its urban waterfront in fresh ways -- rather than simply do something because the idea looks good on paper.

That's what happened at Harry Bridges Plaza, named for the famed waterfront labor leader. The plaza fills in space between the Ferry Building and the foot of Market Street that was once buried beneath the Embarcadero Freeway ramps.

The plan was noble: create a plaza that could be a vast living room for the city.

That's great on New Year's Eve. The rest of the year, though, the only folks who linger there are street people with shopping carts or skateboarders cracking along the granite steps. The space is handsome enough, but why sit on a bench overlooking six lanes of traffic when you could walk another two minutes and plop into a folding chair behind the Ferry Building, next to the bay?

There needs to be strict zoning on the waterfront. But most important, there must be vision. The city and the bay are blending in ever-more-intricate ways. And in the understandable urge to preserve what's special, San Francisco cannot lose sight of what could be.

"There is clearly a momentum here," Travis says. "We're dealing with lots of ideas for lots of piers that long had been ignored. When the wall came down, it opened up opportunities. It created chances for people to dream."